GENERAL TERMS OF SALE AND DELIVERY FOR THE TYTEX GROUP
The general terms of sale and delivery for the Tytex Group are valid for all orders unless otherwise agreed in writing.
Any contract entered into between Tytex A/S, Tytex Slovakia, and Tytex GmbH (hereinafter called TYTEX) and a buyer (hereinafter called the BUYER) shall be in correspondence with the terms below, and the contract related to the conditions shall constitute the total contract between TYTEX and the BUYER.
All prices or expenses agreed on with TYTEX are valid for 30 days. During said 30 days, TYTEX reserves the right to adjust the prices quoted if the mutual exchange rate between the currency of the invoice and the BUYER’s currency fluctuates more than ± 5%.
RECEIPT OF ORDER
Any order is received with reservation for force majeure and failure of raw material supplies, and a final agreement on delivery shall not be made until TYTEX has forwarded a written order confirmation.
The delivery conditions agreed upon shall be interpreted in accordance with the Incoterms in force at the time when the agreement is entered into, currently Incoterms 2000, unless another specific agreement appears from the order confirmation.
TYTEX reserves the right to deliver any order with a margin of ±10% unless TYTEX and the BUYER have made another specific agreement in writing.
The usual reservations for strikes and force majeure are taken. In such cases TYTEX reserves the right to cancel orders or postpone delivery without being obliged to pay compensation for any documented losses due hereto.
If the delivery is postponed due to the BUYER, the risk of fortuitous destruction or deterioration of the goods passes to the BUYER as from the agreed time of delivery.
Orders delayed by TYTEX for more than 30 days may be cancelled by the BUYER. If such cancellation is desired, TYTEX shall by notified in writing of the fact. If the BUYER does not cancel the order in writing, he shall not be able to return any goods claiming delayed delivery. In the event of the BUYER’s cancellation, TYTEX is under no obligation to compensate any extra costs, loss of profit or any other indirect losses – only if TYTEX has acted in gross negligence, in which case the compensation cannot exceed 10% of the agreed purchase price.
If it has been agreed that TYTEX shall be responsible for the forwarding of the goods, the forwarding will take place in the way which TYTEX finds to be most appropriate at the time in question.
Payment must take place in accordance with relevant invoice. If the time of payment is exceeded, a 1.5% interest will automatically be charged per month or fraction of month from the due date.
The BUYER is obliged to examine the goods immediately upon receipt. If, based on the examination, the BUYER claims that the delivery is insufficient or defective, he must state his complaint in writing. If the defect is visible the complaint must be made no later than seven days after delivery has taken place. In case of hidden defects which are not discovered until processing takes place, the processing must be stopped immediately and the claim made towards TYTEX. TYTEX will examine the goods at once and assess the possibilities of repairing or replacing them. The BUYER is not entitled to receive compensation for repaired goods.
A claim must contain a precise indication of the nature of the faults and defects, and it must be accompanied by samples or other effects which will enable TYTEX to assess the claim. A claim shall not be considered to be made until all necessary information has been made available to TYTEX.
In the event of a claim being accepted, TYTEX is solely liable to replace or credit the goods in question according to TYTEX’s own choice. Compensation from TYTEX cannot under any circumstances exceed 10% of the agreed purchase price. TYTEX does not accept any responsibility exceeding the value of the goods delivered by TYTEX, and TYTEX shall under no circumstances be responsible for costs, increased prices due to buy-ins, operating losses or any other indirect losses. If the product in question is to be returned, TYTEX will inform the BUYER about the forwarding agent chosen by TYTEX for the return transport.
TYTEX shall only be responsible for personal injury occurring after the BUYER has taken receipt of the goods, if it is proven that the injury is caused by a fault or negligence on the part of TYTEX or other parties for whom TYTEX is responsible. TYTEX is not responsible for damage to real and personal property occurring after the BUYER has received the goods and they are in his possession. Neither is TYTEX responsible for damage to products manufactured by the BUYER nor to other products in which the products of the BUYER are incorporated. Further to this, TYTEX is responsible for damage to real or personal property on the same conditions that they are responsible for personal injury.
The title to the goods delivered shall remain with TYTEX until payment has been received in full.
APPLICABLE LAW AND VENUE
Any and all disputes shall be finally settled by the Copenhagen Maritime and Commercial Court according to Danish law.
Any technical or commercial information or any other knowledge about the products and production methods of TYTEX which have been disclosed during negotiations or discussions must be treated confidentially. This information shall not be used by the BUYER for marketing purposes or disclosed to any third party without the prior consent of TYTEX.